UNIVEST CORPORATION
OF PENNSYLVANIA
BYLAWS
Adopted - May 25, 1983
Amended - March 20, 1984
Amended - December 28, 1988
Amended - December 27, 1989
Amended - July 25, 1990
Amended - September 28, 1994
TABLE OF CONTENTS
ARTICLE I - General
Page
Sec. 1 Office 1
Sec. 2 Seal 1
Sec. 3 Fiscal Year 1
ARTICLE II - Shareholders
Sec. 1 Place of Meetings 1
Sec. 2 Annual Meeting 1
Sec. 3 Special Meetings 1
Sec. 4 Adjournments of Meetings 2
Sec. 5 Notice of Meetings 2
Sec. 6 Waiver of Notice 3
Sec. 7 Quorum at Shareholders Meeting 3
Sec. 8 Shareholders' Proposals 3
Sec. 9 Voting of Shares 3
Sec. 10 Voting Power 3
Sec. 11 Proxies 4
Sec. 12 Judges of Election 5
Sec. 13 Determination of Shareholders of Record 6
Sec. 14 Certification by Nominee of Beneficial Owner 6
Sec. 15 Voting Lists 6
Sec. 16 Examination of Records 7
Sec. 17 Presiding Officer 7
Sec. 18 Nominations for Directors 7
ARTICLE III - Directors
Sec. 1 Number and Classifications 8
Sec. 2 Election 9
Sec. 3 Vacancies 9
Sec. 4 Resignation of Directors 9
Sec. 5 Removal of Directors 10
Sec. 6 Regular Meetings of the Board of Directors 10
Sec. 7 Special Meetings 10
Sec. 8 Notice of Meetings 10
Sec. 9 Presiding Officer and Order of Business 10
Sec. 10 Quorum 11
Sec. 11 Powers of Board of Directors 11
Sec. 12 Financial Report to Shareholders 12
Sec. 13 Committees 12
ARTICLE IV - Indemnification
Sec. 1 Indemnification 13
Sec. 2 Limitation of Directors' Liability 14
Sec. 3 Expenses 14
Sec. 4 Standard of Care and Justifiable Reliance 14
ARTICLE V - Officers
Sec. 1 Election of Officers and Agents 15
Sec. 2 Terms and Compensation 15
Sec. 3 Chairman 16
Sec. 4 President 16
Sec. 5 Vice President 16
Sec. 6 Secretary 16
Sec. 7 Treasurer 17
Sec. 8 Assistant Secretary 17
Sec. 9 Assistant Treasurers 17
ARTICLE VI - Execution of Documents
Sec. 1 Checks, Notes, Etc. 17
Sec. 2 Other Documents 17
ARTICLE VII - Share Certificates and Transfers
Sec. 1 Share Certificates 18
Sec. 2 Transfer of Shares 18
Sec. 3 Loss or Destruction of Share Certificates 18
Sec. 4 Transfer Agents and Registrars 19
ARTICLE VIII - Amendments
Sec. 1 Amendments to Bylaws 19
ARTICLE IX - Miscellaneous
Sec. 1 Statement Relating to Act 92 of 1983 19
Sec. 2 Statement Relating to Act 36 of 1990 19
BYLAWS
UNIVEST CORPORATION OF PENNSYLVANIA
(Adopted May 25, 1983)
(Amended March 20, 1984)
(Amended April 14, 1987)
(Amended December 28, 1988
(Amended December 27, 1989)
(Amended July 25, 1990)
(Amended September 28, 1994)
ARTICLE I
General
SECTION 1 - Office:
The principal office of the Corporation shall be in Souderton,
Pennsylvania.
SECTION 2 - Seal:
The Corporation shall have a corporate seal which shall contain the
words "Univest Corporation of Pennsylvania" in a circle within which the
word "SEAL" shall be embossed. It shall not be necessary to affix an
impression of the corporate seal to any instrument or other document for
the valid execution, assignment, or endorsement by the Corporation.
SECTION 3 - Fiscal Year:
The fiscal year of the Corporation shall end on the 31st day of
December.
ARTICLE II
Shareholders
SECTION 1 - Place of Meetings:
The Shareholders' Meeting shall be held at the principal office of
the Corporation or at such other place, within or without the
Commonwealth of Pennsylvania, as designated in a notice of the meeting
each Shareholder shall receive.
SECTION 2 - Annual Meeting:
The Annual Meeting of Shareholders shall be held on the second
Tuesday of April each year or on such other date as determined by the
Board of Directors.
SECTION 3 - Special Meetings:
Special meetings of the Shareholders may be called at any time by
the Chairman or by the majority vote of all of the members of the Board
of Directors entitled to vote.
A. Upon written request to the Secretary, sent by registered mail
or delivered to the Secretary in person, by any persons entitled to
call a special meeting of the Shareholders as set forth in Section 3
above, the Secretary shall call a special meeting as follows:
1. The time of the special meeting shall be scheduled by the
Secretary in accordance with the written request, provided:
a. That the meeting may not be scheduled less than fifteen
(15) days or more than sixty (60) days after the receipt of the
written request to hold a special meeting.
b. If the Secretary shall neglect or refuse to fix the date of
the meeting and give notice thereof, the person or persons calling
the meeting may do so, subject, however, to the requirements of
notice as set forth in Article II, Section 5.
SECTION 4 - Adjournment of Meetings:
Any regular or special meeting of the Shareholders, including one at
which Directors are to be elected, may be adjourned for such period as
the Shareholders present and entitled to vote shall direct.
SECTION 5 - Notice of Meeting:
A. Notice shall be sent to each Shareholder by the Secretary. If
the Secretary fails to send notice as required, then and in that event,
the person who is authorized to call the meeting shall do so.
B. Notice shall be sent to Shareholders of record entitled to vote
at the meeting, not less than ten (10) days prior to the date of the
meeting.
C. Whenever written notice is required to be given to any person
under the provisions of these Bylaws, it may be given to the person
either personally or by sending a copy thereof by first class or express
mail, postage prepaid, or by telegram (with messenger service specified),
telex or TWX (with answer-back received) or courier service, charges
prepaid, or by telecopier, to his address (or to his telex, TWX,
telecopier or telephone number) appearing on the books of the Corporation
or, in the case of Directors, supplied by the Director to the Corporation
for the purpose of notice. If the notice is sent by mail, telegraph or
courier service, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or with a
telegraph office, or courier service for delivery to that person or, in
the case of telex or TWX, when dispatched.
D. Notice shall specify the place, the day, and the hour of the
meeting. In the case of special meetings, it shall include all the
above, and it shall also include a description of the general nature of
the business to be transacted at the meeting.
E. Notice of an adjourned meeting or of the business to be
transacted at an adjourned meeting need not be given other than by
announcement at the same meeting at which the adjournment action is
taken, unless the Board of Directors fix a new record date for the
adjourned meeting.
SECTION 6 - Waiver of Notice:
A waiver of notice shall be deemed equivalent to the receipt of
notice if it is signed by the person or persons entitled to receive such
notice.
A. With the exception of a special meeting, neither the business to be
transacted nor the purpose of the meeting need be specified in the
waiver of notice of such meeting.
B. Attendance of a person either in person or by a proxy at any meeting
shall constitute a waiver of notice of that meeting.
1. A waiver of notice shall not be applied to the person who
attends a meeting for the express purpose of objecting to the
transaction of any business because a meeting was not lawfully
called.
SECTION 7 - Quorum at Shareholders' Meetings and Shareholder Consent:
A. The presence in person or by proxy of Shareholder's entitled to cast
at least 66 2/3% of the votes which all Shareholders are entitled to
cast shall constitute a quorum at a meeting of the Shareholders. If
a quorum is present, the affirmative vote of the majority of the
Shareholders represented at the meeting shall be the act of the
Shareholders unless the vote of a greater number is required by
these Bylaws, as defined in Article II, Section 10. (Voting Power)
B. No action required to be taken or which may be taken at any annual
or special meeting of the Shareholders of the Corporation may be
taken without a meeting, and the power of the Shareholders of the
Corporation to consent in writing to action without a meeting is
specifically denied.
SECTION 8 - Shareholders' Proposals:
A proposal for action to be presented by any shareholder at an
annual or special meeting of shareholders shall be out of order unless
specifically described in the Company's notice to all shareholders of the
meeting and the matters to be acted upon thereat or unless the proposal
shall have been submitted in writing to the Chairman and received at the
principal executive offices of the Company at least 60 days prior to the
date of such meeting, and such proposal is, under law, an appropriate
subject for shareholder action.
SECTION 9 -Voting of Shares:
Unless otherwise provided in the Articles of Incorporation, every
Shareholder of record shall have the right to one vote for every share
standing in the Shareholder's name on the books of the Corporation.
SECTION 10 -Voting Power:
The affirmative vote of the holders of a majority of the shares of
the Corporation's capital stock, issued, outstanding, and entitled to
vote, shall be required to approve any of the following:
A. Any merger or consolidation of the Corporation with or into any
other corporations; or
B. Any share exchange in which a corporation, person, or entity
acquires the issued or outstanding shares of capital stock of the
Corporation, pursuant to a vote of the Shareholders;
C. Any sale, lease, exchange, or other transfer of all, or
substantially all of the assets of the Corporation to any other
corporation, person, or entity; or
D. Any transaction similar to, or having similar effect, as the
foregoing transactions.
In the event any corporation, person, or entity owns, as a
beneficial owner, directly or indirectly, more than 5% of the shares of
capital stock of the Corporation, issued, outstanding, and entitled to
vote, on the record date for determination of Shareholders entitled to
notice thereof and to vote thereon, than and in that event, 75% of the
shares of the Corporation's capital stock, issued, outstanding, and
entitled to vote, shall be required to approve any of the transactions
identified above in Paragraphs A. through D., inclusive. The affirmative
vote of 75% of the shares outstanding as set forth herein above shall be
in lieu of the vote of the Shareholders otherwise required by law.
The Board of Directors of the Corporation shall have the power and
duty to determine from the corporate stock records or from any other
source or from information known to the Board, if and when such other
corporation, person, or entity is the beneficial owner, directly or
indirectly, of more than 5% of the shares of capital stock of the
Corporation, issued, outstanding, and entitled to vote; and in addition
thereto, the Board of Directors shall have the power to determine if any
transaction is similar to, or has a similar effect as, any of the
transactions identified above in Paragraphs A. through D., inclusive.
Such determination as made by the Board of Directors shall be conclusive
and binding for all purposes of this section.
The provisions of this section shall not apply to any transaction
which is approved in advance by a majority of the members of the Board of
Directors of the Corporation at a meeting duly called and held in
accordance with these Bylaws.
The Corporation may voluntarily completely liquidate and/or dissolve
only if the proposed liquidation and/or dissolution is approved by the
affirmative vote of the holders of 75% of the shares of the Corporation's
capital stock, issued, outstanding, and entitled to vote.
SECTION 11 - Proxies:
Every share may be voted either in person or by proxy.
If a proxy, the following are the proxy requirements:
A. Every proxy shall be executed in writing by the Shareholder or by
his duly-authorized attorney in fact (who shall file a written Power
of Attorney with the Secretary of Univest Corporation).
B. A proxy, unless coupled with an interest, shall be revocable at
will.
C. The revocation of a proxy shall not be effective until such notice
has been given to the Secretary of Univest Corporation, or a
shareholder appears in person at the meeting and revokes the proxy
by a written designation to the Corporation.
D. An unrevoked proxy shall not be valid for more than three (3) years
from the date of its execution.
E. Unless the Secretary of Univest Corporation receives a certificate
of death or a notice of incapacity before the vote is counted, a
proxy shall not be revoked by the death or incapacity of a
Shareholder.
SECTION 12 - Judges of Election:
The elections for Directors do not have to be by written ballot.
However, a Shareholder, before the voting begins, may request that the
election be held by written ballot.
The Board of Directors may appoint in advance of any meeting of
Shareholders, judges to act as judges of election at such meeting. The
judges of election need not be Shareholders.
A. Should the judges of election not be appointed, the chairman of the
meeting may appoint the judges of election for that meeting at or
before the meeting.
B. The number of judges appointed shall be three (3).
C. No person who is a candidate for office shall be appointed and act
as a judge of election.
D. Should a judge fail to appear, refuse or be unable to act, his
vacancy shall be filled by appointment made by the chairman or
presiding officer at the meeting.
E. The duties of the judges of election shall be as follows:
1. To determine the number of shares outstanding and the voting power
of each Shareholder.
2. To determine the shares represented at the meeting.
3. To determine the existence of a quorum pursuant to these Bylaws.
4. To determine the authenticity, validity, and effect of proxies.
5. To hear and determine all challenges and questions in any way
arising in connection with the right to vote at the election.
6. To count and tabulate all votes and determine the result of the
election.
7. And to do such acts as may be proper to conduct the election or
vote with fairness to all Shareholders.
F. The decision of the majority of the judges shall be effective in all
respects as if the decision had been made by all unanimously.
G. On request of the chairman or the presiding officer or any
Shareholder or a Shareholder's proxy, the judges may make a report
in writing of any challenge or question or matter determined by
them.
1. Any report made by the judges shall be prima facie evidence of the
facts stated in the report.
SECTION 13 - Determination of Shareholders' of Record:
The Board of Directors may fix a time, not more than seventy (70)
days prior to:
A. The record date of any meeting of the Shareholders, or
B. The date fixed for the payment of any dividend, or
C. The date when any change or conversion or exchange of shares
shall take effect.
The following date shall determine the Shareholders' of Record
entitled to the following:
A. To receive notice of the meeting;
B. To be entitled to vote at such meeting; and/or
C. To receive payment of such dividend; and/or
D. To receive any allotment of rights; and/or
E. To exercise any rights, notwithstanding any transfer of any
shares on the books of the Corporation after the record date as
fixed above.
F. When a determination of Shareholders of Record has been
made for purposes of a meeting, the determination shall apply
to any adjournment thereof unless the Board fixes a new record
date for the adjourned meeting.
SECTION 14 - Certification by Nominee of Beneficial Owner:
The Board of Directors, by resolution adopted by majority vote,
shall have the power to adopt a procedure whereby a shareholder of
the Corporation may certify in writing to the Corporation that all
or a portion of the shares registered in the name of the Shareholder
are held for the account of a specified person or persons.
SECTION 15 - Voting Lists:
The officer or agent having charge of the transfer books for
shares of the Corporation shall make a complete list of the
Shareholders as of the record date who shall be entitled to vote at
the meeting.
A. The list will be arranged in alphabetical order with the
address and the number of shares of each Shareholder.
B. The list shall be kept on file at the registered office of
the Corporation and shall be subject to an inspection by any
Shareholder at any time during usual business hours.
C. The list shall also be produced and kept open at the time
and place of the Shareholders' meeting and shall be subject to
the inspection by any Shareholder during the time of the
meeting.
D. The list of Shareholders shall be evidence as to who are the
Shareholders entitled to examine the lists, or to vote in
person or by proxy, at any Shareholders' meeting.
SECTION 16 - Examination of Records:
Upon reasonable advance notice in writing, every Shareholder
shall have the right to examine in person or by agent or by attorney
at any reasonable time or times and for any reasonable purpose the
share register, the books of records of account, and records of the
proceedings of the Shareholders and Directors.
SECTION 17 - Presiding Officer:
All meetings of the Shareholders shall be called to order and
presided over by the Chairman, or, by a temporary Chairman elected
by the Shareholders present at the meeting.
SECTION 18 - Nominations for Directors:
Nominations for the election of Directors may be made by the
Board of Directors or by any Shareholder entitled to vote for the
election of Directors. Nominations made by Shareholders entitled to
vote for the election of Directors shall be made by notice, in
writing, delivered or mailed by registered return receipt mail,
postage prepaid, to the Secretary of the Corporation, not less than
thirty (30) days nor more than fifty (50) days prior to any meeting
to the Shareholders called for the election of Directors; provided,
however, that if less than twenty-one (21) days notice of the
meeting is given to the Shareholders, such a nomination shall be
delivered or mailed to the Secretary of the Corporation not later
than the close of the seventh (7th) day following the date on which
the notice of the meeting was mailed to the Shareholders. Such
notification shall contain the following information to the extent
known to the Shareholder intending to nominate any candidate for
election to the Board of Directors:
A. The names, ages, and resident addresses of each of the
proposed nominees;
B. The principal occupation or employment and business address
of each proposed nominee; and
C. The total number of shares of the Corporation that, to the
knowledge of the notifying Shareholders, will be voted for
each of the proposed nominees;
D. The name and resident address of the notifying Shareholder;
E. The number of shares owned by the notifying Shareholder.
Any nomination for Director made by a Shareholder not made in
accordance herewith may be disregarded by the Secretary of the
meeting, and the votes cast for such nominee may be disregarded by
the judges of election.
ARTICLE III
Directors
SECTION 1 - Number and Classification:
The business and affairs of the Corporation shall be managed by
a Board of Directors.
A. The Board of Directors shall be individuals who need not be
resident of the Commonwealth of Pennsylvania or Shareholders of the
Corporation. Individuals shall retire from the Board of
Directors on the first day of the month following their seventy-second
(72d) birthday. Persons who were Directors of Union National Bank and
Trust Company of Souderton on or before February 3, 1970, are
exempt from this retirement provision.
B. The Board of Directors shall have the power to fix the number of
Directors and to determine, from time to time, in which category
a Director shall be placed. The categories of Directors shall be
Class I, Class II, and Class III. Action may be taken by the Board
from time to time, by proper resolution, to increase or decrease the
number of Directors without a vote of the Shareholders, provided
that the number of Directors is not less than five (5) or more than
twenty-five (25).
1. In the event that the Board of Directors shall decide by
resolution to reduce the size of the Board, they must include within
the resolution a statement as to the term of a Director or Directors
who will be removed from office or terminate at the end of
their then-existing term.
2. The Board of Directors shall be divided into three classes to be
known as Class I, Class II, and Class III. Each class shall be as
nearly equal in number as possible, with the term of office of one
class expiring each year. Of the initial classified Board of
Directors first chosen, after adoption of these Bylaws, Class I
shall consist of three (3) Directors who shall be elected to hold
office for the term of one (1) year or until the next annual
election; Class II shall consist of four (4) Directors each to hold
office for two (2) years, or until the second annual election.
Class III shall consist of four (4) directors each to hold
office for three (3) years, or until the third annual election. At
each annual election, the successors to each class of Directors,
whose terms shall expire in that year, shall be elected to hold
office for the term of three (3) years, so that the term of office of
one class of Directors shall expire each year when their respective
successors have been duly elected by the Shareholders and qualified.
At each annual election of Directors by the Shareholders of the
Corporation held during and after the third year or until the third
annual election, the Directors chosen to succeed those whose terms
then expired shall be identified as being of the same class of
Directors they succeed. When the number of Directors has
changed, then the newly-created directorship or any decrease in
directorships shall be apportioned among the classes of Directors
as to make all classes as nearly equal in number as possible.
C. In addition to the Directors elected in accordance with Article III,
Section 1., B., 2., herein above, there shall be elected by the
Shareholders at the annual meeting of the Shareholders three (3)
Directors who shall be called "Alternate Directors."
D. Alternate Directors shall attend all meetings of the Board of
Directors and shall have the right to participate in the discussions
held. However, alternate Directors shall have no voting power, shall
not be included in determining whether a quorum of the Board is
present and shall not be appointed to any committees of the Board.
They shall be paid for their attendance at the meetings of the Board
of Directors in accordance with the resolutions adopted by the Board.
SECTION 2 - Election:
The Directors shall be elected at the Annual Meeting of the
Shareholders.
A. If not elected at an annual meeting, they may be elected at a special
meeting called for that purpose.
B. Each Director shall hold office until his successor is elected or
until his resignation, removal from office, or death.
SECTION 3 - Vacancies:
The Board of Directors shall appoint a Director from the pool of
Alternate Directors to fill any vacancy of the Board of Directors
created by the resignation, death, incapacity, or removal from
office of any Director. An Alternate Director appointed to fill
such vacancy shall serve the unexpired term of the Director he
replaces. Any such appointment by the Board of Directors shall be
approved by a majority vote of the remaining members of the Board of
Directors, even though it may be less than a quorum.
A. Within the meaning of this section, a vacancy or vacancies shall
be deemed to exist in case the Board of Directors shall increase
the authorized number of Directors but shall fail at the meeting
at which such increase is authorized and approved to elect the
additional Directors provided for, or in case the Shareholders
shall fail at any time to elect a full Board of Directors.
B. In the event of a vacancy in the pool of Alternate Directors, the
Board of Directors during the year prior to the Shareholders'
meeting shall have the right to appoint a successor Alternate
Director who shall serve in that capacity until the next annual
Shareholders' meeting. Said appointment shall be approved by a
majority vote of the remaining members of the Board, even though
it may be less than a quorum.
SECTION 4 - Resignation of Directors:
A Director may resign at any time by written resignation
delivered to the Secretary. Unless otherwise specified in the
resignation, it shall take effect upon receipt by the Secretary.
Failure of a member of the Board of Directors to attend regular
meetings of the Board for six months, unless excused by resolution
of the Board of Directors, shall automatically constitute a
resignation, effective upon acceptance by the Board of Directors.
SECTION 5 - Removal of Directors:
Any Director, any class of Directors, or the entire Board of
Directors of this Corporation, may be removed from office at any
time for cause, by the affirmative vote of a majority of the Board
of Directors in office, or by the affirmative vote of the holders of
at least 75% of the shares of this Corporation, issued, outstanding,
and entitled to vote for the election of Directors. Cause shall
include, but not be limited to, the following:
A. Mismanagement, collusion, or fraud;
B. Improper conduct relating to the funds of this Corporation;
C. Violation of the fiduciary duty of the Directors;
D. All acts, omission, and concealments which involve a breach of the
legal or equitable duty, trust, or confidence justly reposed in a
Director;
E. Wasting of corporate assets;
F. Judicially declared of unsound mind; or
G. Conviction of an offense punishable by imprisonment for a term of
more than one (1) year.
SECTION 6 - Regular Meetings of the Board of Directors:
The Board of Directors shall, without notice, hold an annual
meeting immediately after the Annual Meeting of the Shareholders, or
after the last adjournment thereof, and shall hold other regular
meetings at such times and places as it may determine.
SECTION 7 - Special Meetings:
The Board of Directors shall hold such special meetings as shall
be called by the Chairman, or President, or the Vice President, or
the majority of the Directors in office.
A. Each meeting shall be held at such time and place as shall be
designated in the notice of the meeting sent by the Secretary.
SECTION 8 - Notice of Meetings:
Written notice of all meetings except the annual meeting of the
Board of Directors shall be given by, or at the direction of, the
person or persons calling the meeting at least one (1) day prior to
the day named for the meeting.
SECTION 9 - Presiding Officer and Order of Business:
All meetings of the Directors shall be called to order and
presided over by the Chairman, or in his absence, by the President.
If the Chairman or the President are not present, the Board of
Directors shall elect a temporary Chairman. At the annual meeting
the Chairman shall preside and have a temporary Chairman elected for
the purpose of conducting the election of Directors.
A. As far as consistent with the purpose of the meeting, the order of
business at all meetings shall be as follows:
1. Roll call.
2. Reading of the minutes of the preceding meeting and action on
the minutes.
3. Reports of officers and committees as called for by the
presiding officer.
4. Unfinished business.
5. New business.
6. Adjournment.
SECTION 10 - Quorum:
A majority of the Directors in office shall be necessary to
constitute a quorum for the transaction of business.
A. The acts of the majority of the Directors present at a meeting at
which a quorum is present shall be the acts of the entire Board of
Directors.
B. If the Directors shall unanimously consent in writing to any
action to be taken by the Corporation, that action shall be a
valid corporate action as though it had been authorized at a
meeting of the Board of Directors.
SECTION 11 - Powers of Board of Directors:
All general and special powers of the Corporation shall be
exercised by the Board of Directors.
A. The Board of Directors may, by resolution adopted by a majority of
the Board of Directors in office, delegate two (2) or more of its
members to act as an Executive Committee.
1. The Executive Committee shall have and exercise the authority
of the Board of Directors in the management of the business of the
Corporation.
B. The Board of Directors shall have power, in general, to do all
things in and about the control and management of the business,
the property, and affairs of the Corporation, consistent with the
law and the Articles and Bylaws of the Corporation.
1. The Board of Directors may from time to time adopt such
regulations with respect to the powers and duties of the officers
of the Corporation and the conduct of the Corporation's business
as the Board may deem proper and expedient.
C. The Board of Directors of the Corporation, when evaluating any
offer of another party to:
1. Make a tender or exchange offer for any equity security of
the Corporation;
2. Merge or consolidate the Corporation with another
corporation;
3. Purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation; or
4. Engage in any transaction similar to, or having similar
effects as, any of the forgoing transactions; shall, in connection
with the exercise of its judgment in determining what is the best
interest of the Corporation and its Shareholders, give due
consideration to all relevant factors, including, without
limitation, the social and economic effects of the proposed
transaction on the depositors, employees, suppliers, customers,
and other constituents of the Corporation and its subsidiaries,
and on the communities in which the Corporation and its
subsidiaries operate or are located, the business reputation of
the other party, and the Board of Directors' evaluation of the
then value of the Corporation in a freely negotiated sale and of
the future prospects of the Corporation as an independent entity.
SECTION 12 - Financial Report to Shareholders:
The Board of Directors shall send to the Shareholders, within one
hundred twenty (120) days after the close of the Corporation's
fiscal year, a financial report.
A. The Report shall give a summary of the assets and liabilities of
the Corporation.
B. The amount of dividends paid or declared during the past year.
C. The condition as to surplus or deficit and how acquired or
created.
D. The number of shares issued and outstanding, together with any
such particulars as are necessary to disclose the general nature
of the liabilities and assets of the Corporation.
E. The Report shall also set forth a balance sheet as of the closing
date of the preceding fiscal or calendar year, together with a
statement of income and profit and loss for the year ending on
that date.
F. All reports shall be verified by an Independent Certified Public
Accountant.
1. The Independent Certified Public Accountant may not be a
Director or full-time employee of the Corporation.
SECTION 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the
Directors in office, may from time to time, appoint such standing or
special committees to consist of one or more Directors of the
Corporation. Any committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise
all of the powers and authority of the Board, except that a
Committee shall not have any power or authority as to the following:
A. Submission to Shareholders of any action requiring approval of
Shareholders;
B. Creation of/or filling of vacancies in the Board of Directors;
C. Adoption, amendment, or repeal of the Bylaws;
D. Amendment or repeal of any resolution of the Board that by its
terms is amendable or repealable only by the Board; or
E. Action on matters committed by the Bylaws or resolution of the
Board of Directors to another committee of the Board.
ARTICLE IV
Indemnification
SECTION 1 - Indemnification:
The Corporation shall indemnify any person who is or was or shall
be a Director, Alternate Director, Officer, employee or agent of the
Corporation, or who is, was, or shall be serving at the request of
the Corporation as a Director, Alternate Director, officer, employee
or agent of another Corporation, partnership, joint venture, trust
or other enterprise, and the respective heirs, executors,
administrators and assigns of each of the foregoing, against all
reasonable expenses and liabilities (including, without limitation,
attorneys' fees, court costs, fines, and amounts paid in
satisfaction of judgments or in reasonable settlement), actually and
reasonably incurred by, or imposed upon him in connection with, or
resulting from the defense of any civil or criminal action, suit or
proceeding whether civil, criminal, administrative or investigative
(or any appeal therein), including without limitation an action,
suit or proceeding by or in the right of the Corporation, in which
they, or any of them, are made parties or a party or are otherwise
involved by reason of being or having been a Director, Alternate
Director, officer, employee or agent of the Corporation or of such
other Corporation, whether or not he is or continues to be a
Director, Alternate Director, officer, employee or agent at the time
such expenses or liabilities are paid or incurred. Notwithstanding
the foregoing, the Corporation need not indemnify such Director,
Alternate Director, Officer, employee or agent with respect to any
mater as to which he shall be finally adjudged in such action, suit
or proceeding to have been liable for willful misconduct or
recklessness in the performance of his duties as such Director,
Alternate Director, officer, employee or Agent. In the case of a
criminal action, suit or proceeding, a conviction (whether based on
a plea of guilty or nolo contenders or its equivalent, or after
trial) shall not of itself be deemed an adjudication that such
Director, alternate Director, officer, employee or agent or former
Director, Alternate Director, officer, employee or agent is liable
for willful misconduct or recklessness in the performance of his
duties as such Director, Alternate Director, officer, employee or
agent. With respect to payment of amounts in settlement or
compromise, the Corporation shall be obliged to indemnify hereunder
only if the Board of Directors shall adopt a resolution determining
that such settlement or compromise is reasonable, and approving the
same.
A. The indemnification provided hereunder shall be in addition to and
not exclusive of any other right to which those seeking
indemnification may be entitled under any agreement, vote of
Shareholders, or disinterested Directors, other By-Law, or
otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding such office; and shall
continue as to a person who has ceased to be a Director, Alternate
Director, or officer, and shall inure to the benefit of their
heirs, executors, and administrators of such person.
B. The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, Alternate Director, officer,
employee or agent, is now or was serving at the request of the
Corporation as a Director, Alternate Director, officer, employee
or agent of a subsidiary of the Corporation, another company,
partnership, joint venture, or other enterprise, against any
liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions above mentioned.
SECTION 2 - Limitation of Directors' Liability:
A Director of the Corporation shall not be personally liable, as
such, for monetary damages for any action taken, or any failure to
take any action unless the Director has breached or failed to
perform his duties of his office as provided under this Article, and
the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. This provision shall not apply to the
responsibility or liability of a Director pursuant to any criminal
statute or for the liability of a Director for the payment of taxes
pursuant to local, state, or federal law, nor shall this provision
apply to any actions filed prior to the date of the adoption of this
provision, nor to any breach of performance of duty or any failure
of performance of duty by a Director prior to the date of adoption
of this provision.
SECTION 3 - Expenses:
Expenses incurred by a Director, Alternate Director, officer,
employee or agent in defending a civil or criminal action, suit or
proceeding, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of any
undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation.
SECTION 4 - Standard of Care and Justifiable Reliance:
A. A Director shall stand in a fiduciary relation to the Corporation
and shall perform his duties as a Director, including his duties
as a member of any committee of the Board upon which he may serve,
in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his
duties, a Director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or
presented by any of the following:
1. One or more officers or employees of the Corporation whom the
Director reasonably believes to be reliable and competent in the
matters presented.
2. Counsel, public accountants or other persons as to matters
which the Director reasonably believes to be within the
professional or expert competence of such person.
3. A committee of the Board upon which he does not serve, duly
designated in accordance with law, as to matters within its
designated authority, which committee the Director reasonably
believes to merit confidence.
A Director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would cause
his reliance to be unwarranted.
B. In discharging the duties of their respective positions, the Board
of Directors, committees of the Board, and individual Directors
may, in considering the best interests of the Corporation,
consider the effects of any action upon employees, upon suppliers
and customers of the Corporation and upon communities in which
offices or other establishments of the Corporation are located,
and all other pertinent factors. The consideration of those
factors shall not constitute a violation of Section 4.A. of this
Article.
C. Absent breach of fiduciary duty, lack of good faith or self-
dealing, actions taken as a Director or any failure to take any
action shall be presumed to be in the best interests of the
Corporation.
ARTICLE V
Officers
SECTION 1 - Election of Officers and Agents:
At the Annual Meeting, the Board of Directors shall elect:
A. A Chairman;
B. A President;
C. Any number of Vice Presidents they deem desirable as is fixed by a
resolution of the Board of Directors;
D. A Secretary;
E. A Treasurer;
F. One or more Assistant Secretaries;
G. And any other officers, assistant officers, and agents as the
Board deems advisable.
Any two (2) or more offices may be held by the same person.
SECTION 2 - Terms and Compensation:
The Board of Directors shall determine the terms and compensation
for all officers.
A. Unless a written contract is entered into with the officer, each
officer shall hold his office until the next annual meeting of the
Board of Directors and until his successor has been elected.
B. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever, in
its judgment, the best interests of the Corporation will be served
by removing that officer.
C. Any removal of an officer shall be without prejudice to the
contract rights, if any, of the officer removed.
SECTION 3 - Chairman:
The Chairman's duties shall be as follows:
A. The Chairman shall preside at the Annual Meeting of the
Shareholders and shall act as the presiding officer unless a
temporary Chairman is elected by the Shareholders present at the meeting.
B. The Chairman shall act as the presiding officer at all Directors'
meetings and in the event of the Chairman's absence, the President
shall act in his place and stead.
C. The Chairman, along with the President, shall submit a written
annual report to the board of Directors and Shareholders.
SECTION 4 - President:
The President's duties shall be as follows:
A. He shall preside at all meetings of the Directors in the event
that the Chairman is absent. He shall preside at the Annual
Meeting of Shareholders in the event of the absence of the
Chairman.
B. He shall be ex-officio a member of all standing committees.
C. He shall have the custody of the corporate seal, although he may
entrust the corporate seal to his Secretary.
D. He shall make reports of the Corporation's business to the Board
of Directors at such times as the Board shall require.
E. He shall perform all the usual duties incident to the office of
President.
SECTION 5 - Vice President:
In the absence or disability of the President, his duties shall be
performed by the Vice Presidents. They shall perform such other
duties as may be assigned to them by the President or the Board of
Directors.
SECTION 6 - Secretary:
The Secretary shall attend the meeting of the Shareholders and the
Directors and keep minutes of those meetings in the Corporate Minute
Book.
A. The Secretary shall send out all notices for Shareholder meetings
and Directors meetings, unless some other person is delegated to
give that notice.
B. The Secretary shall perform all the usual duties incident to the
office of Secretary.
SECTION 7 - Treasurer:
The Treasurer shall receive all money paid to the Corporation and
keep, or cause to be kept, accurate accounts of all monies received
or payments made and books kept for that purpose.
A. He shall deposit all monies received by him in the name and to the
credit of the Corporation in a bank or other place of deposit as
the Board of Directors shall determine.
B. As directed by the president or the Board of Directors, he shall
disburse the money of the Corporation by checks or vouchers.
C. He shall give bond for the faithful discharge of his duties.
D. He shall perform all the usual duties incident to the office of
the Treasurer.
SECTION 8 - Assistant Secretaries:
In the absence or disability of the Secretary, his duties shall
be performed by the Assistant Secretaries. They shall perform such
other duties as may be assigned to them by the President or the
Board of Directors.
SECTION 9 - Assistant Treasurers:
In the absence or disability of the Treasurer, his duties shall
be performed by the Assistant Treasurers. They shall perform such
other duties as may be assigned to them by the President or the
Board of Directors.
ARTICLE VI
Execution of Documents
SECTION 1 - Checks, Notes, Etc.:
The Board of Directors shall from time to time designate the
officers or agents of the Corporation who shall have power:
A. As its representative, to sign and endorse checks and other
negotiable instruments and to borrow money for the Corporation.
B. And, as its representative, to make notes or other evidences of
indebtedness.
SECTION 2 - Other Documents:
Unless otherwise authorized by the Board of Directors:
A. All contracts, leases, deeds, deeds of trust, mortgages, powers of
attorney to transfer stock and for other purposes and all other
documents requiring the seal of the Corporation shall be executed
for and on behalf of the Corporation by
1. The President or
2. Other elected officer
B. The corporate seal shall be affixed by the President or any other
person authorized by him to do so, and all of which shall be
attested to by the Secretary and/or by such other persons as
selected by the President.
ARTICLE VII
Share Certificates and Transfers
SECTION 1 - Share Certificates:
Share Certificates of the Corporation shall be in such form as the
Board of Directors shall determine.
A. Every Share Certificate shall be signed by the President or Vice
President, or by any other officer designated by the Board of
Directors, shall be countersigned by the Treasurer or Secretary,
and sealed with the corporate seal.
B. The corporate seal may be affixed by a facsimile, engraved or
printed, and where the Share Certificate is signed by a transfer
agent, the signature of any corporate officer upon such
Certificate may be a facsimile, engraved or printed.
SECTION 2 - Transfer of Shares:
The shares of the capital stock of the Corporation shall:
A. Upon the surrender and cancellation of the Certificate be
transferred upon the books of the Corporation.
B. The transfer shall be at the request of the holder named in the
surrendered Certificate or by his legal representative or by his
attorney-in-fact duly authorized by a written power of attorney
filed with the Corporation's transfer agent.
SECTION 3 - Loss or Destruction of Share Certificates:
In case of loss or destruction of a Share Certificate, another may
be issued in lieu thereof in such manner and upon such terms as the
Board of Directors shall authorize in each particular case.
SECTION 4 - Transfer Agents and Registrars:
The Board of Directors shall appoint Union National Bank and Trust
Company of Souderton, Pennsylvania, to act as registrar of transfers
and transfer agent. No Share Certificate shall be valid or binding
upon the Corporation unless registered by the Corporation's
registrar of transfers and transfer agent.
ARTICLE VIII
Amendments
SECTION 1 - Amendments To Bylaws:
The authority to make, amend, alter, change, or repeal the Bylaws
of the Corporation is hereby specifically granted to and vested in
the Board of Directors of the Corporation which must be approved by
a vote of the majority of the Board of Directors in office at any
regular or special meeting, duly convened after notice for that
purpose. This authority is subject to the power of the Shareholders
to make, amend, alter, change, or repeal the Bylaws of the
Corporation by the affirmative vote of seventy-five percent (75%) of
the shares of the Corporation's capital stock issued, outstanding
and entitled to vote, at any regular or special meeting duly
convened after notice of that purpose. Notwithstanding the
foregoing, the Board does not have the power to amend any Bylaw
provision that is required by law to be amended by the Shareholders
of the Corporation.
ARTICLE IX
Miscellaneous
SECTION 1 - Statement Relating To Act 92 Of 1983:
Until otherwise authorized by amendment to these Bylaws adopted in
accordance with the provisions of Article VIII, Section 1., of these
Bylaws, the provisions of Section 910 of the Pennsylvania Business
Corporation Law (15 P.S. 1910) as amended by Act 92 enacted December
23, 1983, shall not be applicable to this Corporation.
SECTION 2 - Statement Relating To Act 36 Of 1990:
Until otherwise authorized by amendment to these Bylaws adopted in
accordance with the provisions of Article VIII, Section 1., of these
Bylaws, the provisions of Subchapter G and Subchapter H of the
Business Corporation Act of 1988 (the "BCL") as amended by Act 36 of
1990 enacted April 27, 1990, shall not be applicable to this
Corporation, and that Subchapter I and Subchapter J of the BCL as
amended by Act 36 of 1990 shall not control nor have any affect on
this Corporation.